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End-User License Agreement

6 August 2020

Article 1: Definitions

The words used in this end-user license agreement, which are always written with a capital letter, have, both written in plural and single, the meaning described in this article.

Account
The personal user account with which the user has access to the Zaurus application.

Agreement
The Agreement between the Organization and Zaurus under which the Service is offered.

Credentials
The username and password that provide the user with access to the Account, either created by the user or, if applicable, provided by the organization or a trusted third party.

End-user license agreement
This agreement, which may be changed from time to time.

Force majeure
Any circumstances beyond the control of the parties and/or unforeseen circumstances that prevent or seriously impede the full or partial fulfillment of any obligation, or that make the fulfillment of an obligation so difficult or expensive that the fulfillment cannot reasonably be required from the parties.

Intellectual property rights
All (intellectual) property rights including, but not limited to copyrights, patents, design rights, related rights, database rights, trademark rights, copyright, chip rights, brand name rights and Knowhow.

Knowhow
All trade secrets, secret formulas, inventions, designs, standards, (technical) data or information, processes, methods, raw materials and business methods, as well as all related information, knowledge, details, trade practices and improvements .

Organization
The organization that purchased the Service by entering into an Agreement with Zaurus.

Personal data
Data that can be traced directly or indirectly to a natural person, as referred to in art. 4 sub 1 of the General Data Protection Regulation (GDPR).

Service
The use of the Zaurus (communication) platform by any person and/or legal entity (also referred to as: “User”).

User
The “User” is you: a natural person, who acts as the end user of the Service and who also has an Account.

Zaurus
Zaurus B.V. established in Alkmaar (the Netherlands) and registered with the Dutch Chamber of Commerce under number 72991941.

Zaurus Support
The Zaurus support desk which can be contacted via the general contact details.

Article 2: Applicability

2.1 User explicitly agrees to the terms of the End-user license agreement of use by checking the appropriate box when creating or activating the Account.

2.2 If applicable: the organization, where the User is employed, closed an Agreement with Zaurus, in which the organization has explicitly confirmed that the End-user license agreement applies to any use of the Service, with the reservation that the conditions of the Agreement prevail.

2.3 If the User chooses not to agree to the End-user license agreement, Zaurus does not allow the User to use the service.

Article 3: Use of the Service

3.1 In order to use the Service, the User must have an Account. The User can create an Account independently, or, if applicable, the Organization can create an Account for the relevant User.

3.2 The Account is strictly personal and may only be used by the User, unless specifically delegated by the Organization. The User should not share his/her Credentials with others, including colleagues, friends and/or family.

3.3 The User must ensure that the Account is protected against unauthorized use by keeping the Credentials and, if applicable, the related two-factor authentication, confidential. The User will ensure and therefore Zaurus can assume that all activities on the Account, after logging in with the Credentials, take place under the supervision of the User.

3.4 The User is responsible for ensuring that the information provided through the Service (transmitted by the User) is in accordance with applicable laws and regulations and that such information will not infringe on rights of third parties. This responsibility of the User includes, but is not limited to, the processing of Personal Data in accordance with the General Data Protection Regulation (EU) 2016/679 .

3.5 The User hereby declares and warrants that the use of the Account and the Service by the User, as well as the information sent by the User using the Service:
I. does not infringe the Intellectual property rights;
II. does not violate any law or regulation;
III. is not used to send, store or make available spam, junk, bulk or similar messages;
IV. will not prevent or distort the operation and the performance of the Service;
V. the Service will not be sold, nor be made available to third parties nor will third parties be charged for the use of the Service;
VI. no part of the Service is duplicated, adapted, modified, moved, copied, distributed, etc.;
VII. does not attempt to gain unauthorized access to the Service;
VIII. provide any incomplete, false or inaccurate information about the User or other persons;
IX. does not contain viruses, Trojans, worms, time bombs, cancellation bots or other computer programs intended to damage, maliciously intercept or expropriate systems, data or personal data.

Article 4: Misuse of the Service

4.1 If the User suspects that there has been an abuse of the account and/or his/her Credentials, the User is strongly advised to report this to Zaurus support as soon as possible and, where applicable, the helpdesk of its organization. In addition, the User will take all measures, within the User’s ability, to stop and/or reduce such abuse.

4.2 Zaurus reserves the right to change the login procedure and/or the Credentials if it deems this necessary in the interest of the operation and/or maintenance of the Service. Zaurus will inform the User or, where applicable, the Organization, in advance to making any changes with regard to the login procedure and/or the Credentials, under the condition that it does not require to inform do the User or, where applicable, the Organization if the goal of Zaurus is meant to prevent (future) abuse of the application.

4.3 If Zaurus determines or has reasonable grounds to assume that the User does not comply with Article 3.6 of this End-user license agreement, Zaurus may intervene to end or avoid the breach, including temporarily or permanently denying the User’s access to the Account. Zaurus is under no obligation to reimburse the User or, where applicable, the Organization, for any fees or other amounts already paid to Zaurus.

4.4 If, in the opinion of Zaurus, nuisance, damage and/or any other danger arises or is expected with regard to the functioning of the Service, the systems and/or the network of Zaurus or of third parties (in particular as a result of excessive sending of messages or other data, the leakage of personal data or activities, viruses, Trojans, worms, time bombs, cancellation bots and similar software ) Zaurus is entitled to take all measures it deems necessary to prevent or reduce such nuisance, threats and damage.

4.5 In the event of suspected fraud or abuse of the Service, Zaurus will only provide the User’s Personal Data to the appointed authorities if it has a specific legal obligation or obligation based on a court order to do so.

4.6 Zaurus is authorized to report alleged or alleged criminal offenses to the authorities at all times. Furthermore Zaurus has the right to communicate the User’s name, address, IP address and other identifying information to a third party that claims that the User infringes his rights or this End-user license agreement, under the proviso that: (i) the accuracy of this claim provides sufficient evidence; (ii) there is no other way for the third party to obtain the data of the User; and (iii) the third party has a clear interest in publishing the User’s data.

4.7 Zaurus is not liable for damage of any kind suffered by the User as a result of the termination of the Service or as a result of acts or omissions of Zaurus in accordance with this article 4, to the extent permitted by Dutch law.

4.8 Unless otherwise agreed in the Agreement with the Organization, the User indemnifies Zaurus for any kind of claim, complaint or dispute with a third party in connection with (the contents of) the data traffic of the information that is sent by the User through the Service.

Article 5: Responsibilities, rights and risks

5.1 The User acknowledges and agrees that use of the Service is at his/her own risk and is the full responsibility of the User.

5.2 The User, or, where applicable, the Organization, must ensure that the devices used by the User for the Service meet the functional and technical requirements of the Service and its use.

5.3 The User acknowledges and agrees that Zaurus can never be held responsible for the information (or other content) generated, made available or received through the Service by the User himself or other users.

5.4 The User is responsible for all information (and other content) that he/she makes available or generates through the Service.

5.5 The information that the User sends through the Service is and remains the property of the User or his/her Organization. Zaurus has the right to process data related to the use of the Service only for statistical purposes, when such data cannot be traced back to a natural person.

5.6 If the User, or the helpdesk of the organization on behalf of the User, sends information to Zaurus, such as: feedback about an error or suggestions for improvement, Zaurus is entitled to this information and the information may be used to improve or modify the Service. This provision does not apply to information that the User explicitly marks as confidential.

5.7 Zaurus does not take cognizance of confidential data (such as personal messages) that the User stores, sends or otherwise processes via the Service, insofar as this is not necessary for the provision of the Service.

Article 6: Maintenance, support and modification of the Service

6.1 Zaurus has the right to change and maintain the Service or parts thereof.

6.2 As a result of maintenance of and/or changes to the Service, the Service may temporarily be partially or completely out of use. Maintenance can take place at any time, even if it may limit the availability of the Service. Zaurus will try to schedule the maintenance of the Service outside of office hours as much as possible and attempt to announce substantial restrictions on use of the Service timely (to the extent possible given the circumstances in question).

6.3 Zaurus is not obliged to compensate the User for loss, damage or other costs caused by a limitation in the use of the Service as a result of maintenance and/or changes to the Service.

6.4 For (technical) support, the User can contact Zaurus Support or, where applicable, the helpdesk of the Organization.

Article 7: Availability of the Service

Zaurus cannot offer the User an explicit or implicit warranty that the Service will be accessible at all times and without interruptions or disruptions, nor that the Service will be provided and/or complete without errors. Malfunctions in the Service can occur as a result of malfunctions in the internet connection, due to viruses or errors and defects. If the User encounters problems when using the service, the User is strongly advised to notify Zaurus support and/or, where applicable, the helpdesk of the Organization.

Article 8: Intellectual property rights and data processing

8.1 All titles, ownership rights and Intellectual property rights, directly or indirectly related to Zaurus, the Service, the Account and all associated software and all copies thereof, are owned by Zaurus and/or its licensors or its affiliates. Even after termination of the Agreement Zaurus retains this right. The Service contains materials that contain license rights. Zaurus and his/her affiliates and licensors may protect their rights in case of violation of this End-user license agreement and/or, where applicable, the Agreement. Unless otherwise permitted by law, none of the intellectual property rights described in this section may be copied or used in any way without the express written permission of Zaurus.

8.2 Subject to the conditions stated in this End-user license agreement, Zaurus hereby grants the User a non-exclusive, revocable, limited and non-transferable right to the use the Service.

Article 9: Limitation of liability

9.1 The Service is provided to the User by Zaurus on an “as is” basis without any warranty . This means, among other things, that no warranty or representation is given and that no specific properties or features are guaranteed with regard to:
(i) the Service, in general;
(ii) the usability or the interchangeability of the Service;
(iii) all software related to the Service (especially where it relates to the security and it being error free, defects, Trojan horses, worms, time bombs, cancel bots or other computer programming intended for systems, data or personal data to damage, disturb, intercept or expropriate);
(iv) the accuracy and/or completeness of information (or other content) that is generated, brought to or received by the User or other users via the Service.

9.2 Zaurus cannot be held liable (based on deposit, contract, tort, civil liability or any other legal form) for any claim, damage, obligation, loss, liability, cost or expense (including but not limited to attorney’s fees), in case these come from:
(i) errors, misunderstandings, omissions, inaccuracies, or incompleteness with respect to information (or other content), which is generated via the Service, made available or is received by the User or other users;
(ii) the loss of information (or other content), which is generated via the Service, made available through the Service or is received through the Service by the User or other users;
(iii) information (or other content) that is made accessible or received via the Service that is generated by the User or other users;
(iv) unauthorized access to or use of information (or other content) which is generated, brought to or received by the Service;
(v) the statutory disclosure (or other content) of information that is generated, made available or received through the Service;
(vi) any unauthorized access to or use of the Service, any related software or related content (such as texts, scripts, graphics, etc.) and any related interactive features made available or generated by Zaurus through the Service.

9.3 Any liability of Zaurus towards its Users is limited to the amount paid under the liability insurance policies taken out by Zaurus.

9.4 Zaurus cannot be held liable for indirect damage, including loss or corruption of (personal) data, loss of profit, loss of turnover, loss of business activities, loss as a result of business interruption and loss as a result of damage to image or reputation, directly or indirectly.

Article 10: Indemnity

The User agrees to protect, hold harmless and indemnify Zaurus against all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from the User’s own actions that violate the provisions of this End-user license agreement and/or any specific agreements between the User and Zaurus. This protection and indemnification obligation will continue to apply even after the Agreement has been ended.

Article 11: Force majeure

Each of the following conditions will be considered as force majeure: fire, extreme weather conditions, blockades, strikes, regional lockouts, Internet failures, disruption of the supply of products and services that are important for the performance of the Service, government measures (including import and export regulations) that can hinder or prevent the Service and transportation problems (including extreme congestion).

Article 12: Termination

12.1 If the User decides to stop using the Service, the User can terminate his/her Account in the Zaurus application or, if applicable, arrange it internally with the Helpdesk of the Organization. Zaurus has the right to terminate an Account at any time without prior notice. Upon termination or expiration of the Agreement or for whatever reason, clauses 4.7, 8, 9 and 14 of this End-user license agreement remain valid.

12.2 If applicable, if the Agreement expires or is terminated for any reason, the User may no longer use the Service. In such case, it is the responsibility of the Organization to notify the User of the termination of the Agreement and the use of the Service. Provided the Agreement is fully effective, the User may only use the Service as long as the User is employed by the Organization.

Article 13: Change of End-user license agreement

13.1 Zaurus has the unilateral right to change this End-user license agreement at any time.

13.2 Zaurus will attempt to inform the User of changes to this End-user license agreement.

13.3 It is the responsibility of the User to review the End-user license agreement on the Zaurus website. If the User does not agree to the changed terms, the only option is to discontinue the use of the Service. Continuing to use the Service will be interpreted as approval of the amended terms.

Article 14: Final provisions

14.1 The Service is located in the European Union and is only being worked on from the European Union.

14.2 If, within the scope of these terms, a dispute between parties arises, the parties will first try to solve the dispute themselves. Parties can (for example) use mediation or submit the dispute to an independent third party.

14.3 Unless otherwise prescribed by mandatory law, all disputes that may arise as a result of the End-user license agreement will be submitted to the appointed Dutch court in the district in which Zaurus is located.

14.4 This End-user license agreement is governed by Dutch law.